Dr Horrible VS Doctor Who
by 1alphanumeric1
Summary: Doctor Horrible may have found a way to save Penny. But at what cost? 10th Doctor right at end of "Journey's End"    Unknown amount of time passed for Doctor Horrible. Min. five years.


**Dr. Horrible Versus Doctor Who**

Dr. Horrible sat quietly alone in the throne room he'd had built for himself atop metro tower. The large circular room was furnished in deep dark crimson hues. On the walls were the stuffed and mounted heads of his former rivals of the Evil League of Evil. And above the raised solid gold throne, was the masterpiece of his collection. The stuffed and mounted head of Bad Horse himself. (His former underlings heads were mounted directly beneath his.)

Oh, the battles that had taken place. The countless lives lost in the struggle for supreme leadership of the League. The penultimate battle with Bad Horse himself had levelled half the city. And when he had stood above his fallen foe, when asked why by his dying enemy, he has simply uttered one word.

But there was still a spot on the wall. Above even Bad Horse. Reserved for a very special individual.

But even with all the sadistic and sartorial splendour he surrounded himself with The good Dr. sat alone. There were no others with him in the room. He would spend most of his days like this. The running of his vast criminal empire he left in the surprising capable hands of his head henchman Moist. Dr. Horrible would just sit there, day after day. Deep in thought. He impressive intellect churning through massive amounts of data. His head was filled with quantum theory, chaos theory and temporal mechanics. But still, even now, the answer eluded him. The dots weren't connecting the way they were supposed to! The obvious answers to the hardest of questions in temporal theory when put into practice didn't function like they were supposed to. As if something were keeping them from interacting in they way he wanted them to. But it didn't make sense!

As he often did, when chasing the answer around and around in his head, he got up and began to pace. But for some reason, a noise in the room kept distracting him. He looked angrily up to locate the source of the sound that was distracting him from finding THE answer.

Only to discover the noise was the battered and shopworn grandfather clock he had taken from her place the day after she...

He stood in front of the clock for awhile, lost in thought.

For some reason he could have never explained, he suddenly grabbed the grandfather clock and violently yanked and twisted it sideways, a vicious snarl on his face. He smashed it face down onto the cold hard cement flooring of his throne room. Small bits of glass and clockwork exploded at his feet. The noise of the crash almost deafening in the vast, silent, tomb like room.

Moist, with gun in hand followed by a handful of trusted henchmen, burst into the room looking about for any sign of threat against the Dr.

Seeing the ruined clock laying there on the floor, Moist motioned away the other henchmen. They quietly left, leaving him and Dr. Horrible alone.

"Bad day Dr. Horrible?" Moist asked quietly. He knew how much that bargain basement grandfather clock had meant to his friend. He thought about calling Dr. Horrible by his real name, but his friend had insisted that the only title he would respond to was Dr. Horrible after that day at the homeless shelter.

For a moment Dr. Horrible didn't answer, still staring at the wrecked and scattered clockwork. He seemed to speak for a second and the paused.

Slowly he bent down and picked up a tiny brass gear. He stared at it intently for a moment, slowly turning it in his hand. Dr. Horrible spun quickly on his heels to look at Moist. A maniacal grin spread across his face.

"Moist," he said "We've got work to do!"

The grin never reached his eyes.

* * *

><p>The Doctor gently fiddled with the controls of his TARDIS. The gentle mechanical sounds of her smooth operation an undercurrent in the control room. He had the old girl parked in orbit about a decaying dwarf star. He'd been there for some time simply trying to think a destination. Any destination.<p>

Any place would be good right now. After what he had just had to do to Donna...

He inhaled sharply and ran his fingers through his still damp hair. His soaking wet brown suit jacket hanging and dripping from the TARDIS safety railing. Thinking back.

_Wilf opening the door._

_Putting Donna to bed._

_Explaining to her family all that she had managed to do._

_Wilfs salute at the doorway. His promise to the Doctor still hanging in the air. _

Donna Noble.

She had saved all of creation, and yet would never know.

Could never know.

He let his breath out explosively, and had started to reach for the controls, when suddenly, a loud low gong rang through the TARDIS control room. The Control room violently pitched sharply, slamming him into the central console. He reached over and grabbed at the TARDIS monitor.

The reading on the scanner made him blanch, a trans dimensional spike was trying to breach the heart of the TARDIS! If that happened then Donna's sacrifice would have been in vain. His own TARDIS would destroy the universe!

Acting quickly, he realigned the TARDIS, hoping to quickly enter the vortex and get away from the Dimensional spike that threatened him and his ship. But as he did so, the spike actually moved and tracked the TARDIS. Someone was guiding the spike. This was an attack by someone!

Seeing that he couldn't get away and that the Extrapolator shielding was starting to fail, he thought of one chance. If he could just get his TARDIS to sidestep the spike, he could follow it back to the source and find out who was trying to destroy the last living TARDIS in the whole universe.

The Doctor set to, furiously flipping switches and dials on the console. The manoeuvre worked! He then started a temporal scan.

And found out that it was coming from a parallel universe. Someone had actually breached the walls of the universe to destroy him. But if he acted quickly, he could slip through the cracks and follow the spike back to the source. He just wasn't sure the TARDIS could handle another dimensional jaunt. Not after everything he'd just put her through.

Unfortunately, the spike made the decision for him. Faster than he could react, the spike suddenly locked onto the TARDIS, breached the shielding and drove into the heart of the TARDIS.

Everything turned white.

* * *

><p>The Doctor came to in a lab of some sort. He found himself laying on an angled operating table. His hands and feet shackled to it. He looked around. The table sat in the centre of the room. Above him hung a large circular panel with a lighted edge projecting a powerful light in a concentric ring around the table he was on, He could feel the power involved and was pretty sure it was some sort of force field. Looking farther about the room, he saw his TARDIS standing in a corner. The doors open, and smoke billowing out of her. She was badly damaged, but he could still sense her. She was still alive.<p>

"Hello" A voice said. Snapping his head around the Doctor found himself staring at a man dressed in a crimson smock with large black welding gloves covering his hands. His eyes covered by a well worn set of welders goggles. He stood behind some sort of console.

"Can you understand me?" the man in crimson asked. Hmmm, an American accent, the Doctor noted.

"Course I can, I'm British you know, not French!" The Doctor said. "Not that there's anything wrong with being French mind you." Looking up as his manacled hands, the Doctor wiggled them. "Do you think you could untie me? I dunno why I'm secured to this thing, but my hands are starting to go to sleep."

"That's to prevent you from escaping." The man in red said dryly. "I thought that would be obvious."

"Why would you want to shackle up little old me? I'm nothing special."

"Well," The man in the goggles said. "I'm sure where you come from, a trans dimensional being is nothing new, but here they're kind of rare."

So the fellow sort of knew what he was, that probably wasn't a good thing. Still...

"You mean here in America?"

"And Britain to, I would Imagine" the man responded.

"Why would you ever think that I'm a trans dimensional being?" The Doctor asked

"Well, when I activated my trans dimensional tractor beam to find something that could control space and time, your blue box appeared in my lab and you came tumbling out. I'm pretty sure I found what I was looking for."The mysterious man said.

"Are you sure you didn't just snatch someone and their closet?" The Doctor asked without much hope.

"Most closets I've encountered aren't bigger on the inside."The red suited man replied dryly.

"Ah, I see." said the Doctor.

"Still," The Doctor rambled on, trying to think of a way out of this. "I dunno why I'm tied to a table surrounded by a force field. Whats that all about?"

"Well I couldn't know what I was going to encounter. These are just some basic safety precautions."

"And the force field?"

"In case you turned out to be either a shape shifter or gaseous entity."

"Fair enough." The Doctor replied.

"Anyways" The Doctor said loudly, his mind racing. "IF I am what you say I am and, lets face it, that's a pretty big if. Then what do you want me for?"

"To help me travel back in time."

"Ah."

"Well if that's what, I'm sorry, but whats your name? I can't keep thinking of you as 'evil scientist' that's too cliche."

"Really?"

"Really."

"well if you have to call me something then you can call me Dr. Horrible."

"No way." the Doctor said with a big grin on his face

"Way." Dr. Horrible replied.

"Really?" The Doctor grinned. "I'm not on intergalactic candid camera am I!?" the Doctor asked as he looked around the place "They promised me that the last time would really be the last."

I'm afraid not. Whats your name?" Dr. Horrible inquired.

"You can call me the Doctor."

"Really?"

"Really."

"Your one to talk."

"I s'pose."

"well then 'Doctor' are you willing to help me in this endeavor?" Dr. Horrible asked.

"Well, 'Dr. Horrible' I usually find it isn't a good thing to help people who call themselves 'Dr. Horrible' and dress like a cliche supervillan out of a comic book." The Doctor said smiling.

"Hmmmm." Dr. Horrible said, "I see." And reached out and flipped a switch on the console.

Massive amounts of electricity coursed through the Doctors body. He arched his back involuntarily as his muscles spasmed uncontrollably.

Dr. Horrible flipped the switch again. The power cut off. The Doctor gasped, trying to get his breath back from all the screaming he had just done.

"How about now?" Dr. Horrible asked an evil smirk on his face.

"Especially," The Doctor gasped, "when they torture you."

Dr. Horrible reached for the switch again,

"Wait! Wait! Wait!" The Doctor cried out. "Maybe if you told me why you wanted to travel back in time..."

Dr. Horrible stared at his captive for a moment.

"I tell you what, Doctor" Dr. Horrible said as he began flipping switches. The Doctor flinched as he expected to get another surge of electricity. But instead, the force field simply turned off and his shackles popped open.

"I'll do better than that. I'll show you."

Rubbing his wrists the Doctor slowly got down off the operating table.

Dr. Horrible went over and stood at a doorway, waving his arm forward.

"After you, Doctor."

" No, please, after you, Dr."

Smiling, Dr. Horrible turned and went through the doorway. "If you insist. This way please."

The Doctor followed his captor down a long hallway. He surreptitiously checked his pockets 'pockets'. He'd gotten tired through the years of having various ne'er do wells going through his pockets and so created a hidden pocket for them where he could stash some useful item to help himself out of situations like these.

Trouble was, he usually forgot to put something helpful in them before he got into trouble. However...

Yes! His trusty screwdriver. He knew he had misplaced it somewhere after Donna.

Well, best not to think about that right now.

Still the presence of his trusty screwdriver cheered himself up immensely. He now knew he had a fighting chance against this walking cliche in front of him. But he thought it best to find out what this "Dr. Horrible" wanted. And then stop him.

Simple. Now.

His "host" showed him into a vast circular room swathed in red, a gold throne stood empty on a high elevated dais. And on the walls...

He looked closer. Those looked like real...

"Ah," Dr. Horrible said as he saw what the Doctor was staring at. "I see you've noticed my trophies."

The Doctor turned on him "Trophies!" he said darkly. "Those are human heads. Real human heads. And you've got them stuffed and mounted like they're some great white hunters trophies!"

Ignoring the Doctor, Dr. Horrible kept looking at the heads mounted on the walls. "they were many things Doctor, but I would never have called their previous owners human."

Dr. Horrible suddenly spun to face his guest and grandly gestured upward "These were the 'heads' if you'll pardon the pun, of the 'Evil League of Evil.' They were responsible for more horror and bloodshed than I've managed to accumulate. So far, that is."

"The Evil League of Evil?" The Doctor asked. "Pedantic lot sounds like."

"Yes." Dr. Horrible answered "They were all brilliant in their own dangerous way, but too egotistical to allow themselves to be called by any of their comrades suggestions. The name came out of a committee."

"So why are their heads up on a wall?"

"Well, the reason I became a 'supervillian' as you put it, was because I wanted to engineer social change on a global scale. To give the people back their power that had been taken from them by years of corrupt leaders and politicians. Unfortunately, all the League was interested in was consolidating their own power. They wanted to be the rulers. I didn't want there to be rulers at all."

"So out of the goodness of your own heart you slaughtered them like cattle and put their heads on a wall. And that makes you different how?" The Doctor asked in a dangerous tone.

"Doctor, I stopped them. Their predations were massive and ugly. They had the whole city terrorized. They ruled Los Angeles with an Iron fist. But they wanted more. They wanted the whole country and soon the world. And they thought I could give it to them.

Dr. Horrible walked over to a glass case holding an unusual looking weapon,"When I was just an ordinary villain, I developed what I called my 'freeze ray'. It could slow a specific point of space-time to a barely perceptible crawl. They saw the power inherent to such a weapon. No place on earth would be safe from their reach. Anyone who spoke out, or anything they wanted would be theirs for the taking. They could stop time in some place and kill someone, or take something, and no one would ever know how it was done. I did it. I invented the perfect terror weapon."

"I'm sensing a but in there." The Doctor said flatly.

"Your correct Doctor. The 'but' was that I could never get the thing to work properly. It could hold a moment of space-time for a few seconds, but then would revert back to normal. Nothing I did seemed to work." Dr. Horrible turned around, continuing on. "So I thought, 'what if I just overpowered the thing?' And so I went to work and found an exotic substance. Antimatter caught in liquid suspension. The corporation that created it called it 'Wonderflonium." The cretins.

I stole it, managed to make my device work and was invited into the League. But when I saw what they all wanted. I used the freeze ray on them, and then I killed them. Unfortunately the head of the league Bad Horse had gotten away, before I sprang my trap."

"Bad Horse?" The Doctor asked in an incredulous voice.

"The Deadly Equine Nightmare of Los Angeles himself." Dr. Horrible answered.

"Your joking."

"Nope."

"but, a horse?"

"What we called 'Bad horse' had been the result of an experiment gone wrong by a powerful supervillain known as 'The Mind' He was almost killed accidentally by Captain Hammer."

"Captain Hammer?" The Doctor asked.

"An overpowered and over muscled buffoon, who thought himself the arch nemesis of the League. The League thought of him as little more than an annoyance more than anything, A joke if you will."

"If he was such a joke, then how did he almost destroy the most powerful supervillian in the world?" The Doctor asked.

"Captain Hammer thought he was crashing a low rent criminals hideout. Instead he had actually blundered into The Minds Lair. He startled the Mind in the middle of a mind transference ray experiment. He had been attempting to put his consciousness. into the brain of the mayor whom he had just kidnapped. Unfortunately, when Captain Hammer had punched through the wall, he knocked the transfer ray machine out of alignment. Instead of the transfer beam focusing on the mayor, it went out of a window and into a nearby stable."

The Doctor snickered. "So why didn't he..."

"Transfer back into his own body?" Dr. Horrible finished for him. "Because the mind transfer ray machine shortly exploded afterwards. It killed his body. And the mayor."

"So, if this Bad Horse was so powerful, why didn't he just kill this Captain Hammer?"

"Because he was going to have me rebuild his mind transfer ray machine and transfer his mind out of Bad Horse and into Captain Hammer himself. But to do so he needed my freeze ray to capture Captain Hammer"

"Your joking."

"nope."

The Doctor rubbed his face. "What kind of a world did you drag me into?"

"A dangerous one." Dr. Horrible replied

"I'll say."

"Look," The Doctor continued on "Your monologue is fascinating and all. But you still haven't told me why you want my help to travel back in time." The Doctor said trying to get the conversation back on track. All the while recognizing the irony of it.

"Yes, sorry about that Doctor. Basically, on the eve of my triumph, Captain Hammer almost killed me. His own stupidity actually saved me, but," Dr. Horrible paused for a moment squeezing his eyes shut.

"Anyways." he said regaining his composure. "That moron is too dangerous to be allowed to live. But I've scoured the earth looking for him. Wherever he's gone to ground. I can't find him. So all I want to do is go back in time to a point where I know he is for sure and kill him. Then there will be no one left to stop me."

The Doctor walked over the the "Freeze Ray", slipped on a pair of glasses and examined it closely. "But just based on the design of this thing, you obviously have a deep knowledge and understanding of temporal physics. Surely you could figure a way to go back in time yourself."

"I've tried Doctor, but for some strange reason whenever I try something stops me."

"What ever do you mean, Dr. Horrible?" The Doctor asked, while still examining the Freeze Ray.

"What I mean, Doctor, is that no matter what I do, time itself seemingly won't let me travel back."

"Really?" The Doctor asked.

"Really. It's almost as if there's something actually preventing time travel. A guiding consciousness. Because according to all the tensor math I've done it should be possible. And yet I can't do it." Dr. Horrible said, all the while staring at the Doctor.

"Really?" the Doctor replied.

"Really." Dr. Horrible responded.

"Fascinating." The Doctor said as he stood up and looked right back at Dr. Horrible. "But here's the thing, Dr. Horrible. If what you say is true, then maybe there's a good reason WHY you shouldn't travel back in time. Did you ever think of that?"

"Yes." Dr. Horrible said staring right back at the Doctor. "And I don't care."

"I'm sorry to hear that." The Doctor replied. He then took out his Sonic Screwdriver, aimed it at the Freeze ray and activated it.

The Doctor pushed himself through the frozen point of space-time. Dr. Horrible's look of shock frozen on his face. His arm outstretched, reaching for the Doctor to stop him.

It was like trying to walk along the bottom of a vat of molasses. Only his Time Lord physiology allowed him to move. He had to move faster though. The freeze ray only had a tiny amount of suspended antimatter left. The freeze ray wouldn't be active long.

There were only three doors in the throne room. One led to the lab where he had been held prisoner, and two others that went who knows where. But one of the door handles looks a little more worn than the other. Hoping that it led to way out of here and not a closet, the Doctor headed for it. He opened it got inside and closed it.

And just in time too. He could feel time start to flow again naturally. "Doctor don't!" he heard Dr. Horrible shout to thin air.

"Guards!" Dr. Horrible shouted "The Doctor has escaped! FIND HIM!"

"Heh, I never get tired of hearing that." The Doctor said to himself as he turned away from the door.

"Well, I can see that I guessed wrong." the Doctor said as he entered the room. The room with no other way out.

Looking around the small room he saw a large painting. It was of a young red headed woman. Attached to the bottom of the frame was a small brass plaque that simply read "Penny"

Affixed to either side of the painting were two old and yellowed front pages from two different newspapers. The picture on the front page of the left one was of a powerfully built brown haired man wearing a dark t-shirt with a yellow circle with a simple hammer inset. It's main headline read "Hero's Girlfriend Murdered," It's side headline read"Girlfriend of Captain Hammer Murdered."

The other one on the right held a picture of the girl in the painting. It's headline read crassly "Country Mourns Whats-Her-Name"

Laying in a corner of the room, was a bent and twisted frame with a small plaque reading "To Billy, Congrats! Moist." Bits of cracked glass was scattered close to it. Inside was another newspaper front page. It showed Dr. Horrible. This time dressed in white, staring out from the picture with menace clear on his face. It's headline read "Worst Villain. Ever."

"GET AWAY FROM HER!" Dr. Horrible Shouted.

The Doctor quickly turned to face Dr. Horrible. Saw the gun in his hand.

Saw it go off.

Felt the impact of the projectile.

And fell into darkness.

The Doctor awoke to the smell of burning circuitry. He could feel a sharp metal grating pressed to his face. He slowly got up. Yep. He was back inside the TARDIS.

His head throbbed from the after effect of the knock out dart that had hit him.

"So Doctor, is this your Time Machine?" Dr. Horrible asked from his seated position on the railing chair set. He was dressed in the white outfit from the picture the Doctor remembered seeing in the small room. A different gun in his hand this time.

"what are you talking about?" The Doctor replied.

"Oh come now, Doctor. I track a trans dimensional and temporal disturbance through space-time, and pull you and this fascinating piece of equipment out of the ether. Don't insult my considerable intelligence. Now how does it work?"

"It doesn't, because you wrecked it!" the Doctor replied hoping his villainous captor would fall for that.

Sighing to himself in mock sadness, Dr. Horrible reached into the top pocket of his smock and pulled out a small device and pointed it at the Doctor. He pressed a button and suddenly the Doctor felt himself on fire.

While the Doctor writhed in agony on the floor, Dr. Horrible walked over to him and, bending over him whispered into his ear.

"Now Doctor, by rights anything that I pulled across the dimensional barriers should have simply been obliterated. But yet here you are safe, well, somewhat safe, and sound."

Dr. Horrible lifted his thumb off the small devices on button and instantly the pain left the Doctor.

"Now, if I have to ask you more than one more time, I'll leave you like that for the rest on your life. Now. How. Does. It. WORK!"

"You wouldn't understand." The Doctor replied hoarsely, his throat raw from screaming.

"Oh really?" Dr. Horrible replied mockingly.

"Yes. Really." The Doctor said as he painfully lifted himself to a sitting position on the floor. "The temporal mechanics are way beyond even your considerable intelligence. Sufficed to say, yes. It works."

"Excellent, well then lets be on our way." Dr. Horrible said enthusiastically.

"I can't." The Doctor replied

"Yes. You. Can." Dr. Horrible said forcefully.

"I. Can't." The Doctor repeated loudly.

Dr. Horrible raised the tiny remote.

"Listen to me!" The Doctor pleaded. "Do you remember how no matter what you did, you couldn't travel back through time on your own? Well that's because there are laws. Laws of Time. That CANNOT be broken. If you try, the best thing you could hope for is a hole the size of Belgium blown clear through the universe. And that hole would be centered right here. On Earth. You would kill not just yourself, but everyone on this planet. And that's if your Lucky!"

"Doctor." his tormenter quietly asked. "Do I look like I care?"

Taking a gamble, the Doctor replied, "Would Penny want you to do this?"

He never saw the blow that struck him hard across the face.

"You don't EVER talk to me about her! EVER! Do you hear me!" Dr. Horrible shouted in his face.

"I'm sorry, The Doctor said.

"That's better" Dr. Horrible said smugly.

"I'm sorry you killed her."

the agony ripped into him again. This time he was lucky.

This time he passed out.

When he came to again. He could taste dried blood in his mouth. Yep, he bit his tongue all right.

"Now Doctor." Dr. Horrible said, facing away from him, leaning against the TARDIS console. "I would very much like to think that your a man of intelligence. But just in case I'm wrong, let me make something very clear."

"Do NOT antagonize the man who implanted a neural overload chip at the base of your skull. Bad things happen when you do so. Do you understand me? Nod if you do." Dr. Horrible said, still facing away from the Doctor.

The Doctor painfully nodded.

"Good. Now let me explain something else to you. I'm sure that you are vastly smarter than I am. You would have to be, in order to build such a magnificent machine that we are both inside of right now."

"But the simple fact is this. Just by doing some simple math in my head, I roughly know how much power it would take to power a vessel such as this. And even I have to say, It's almost beyond my comprehension."

"Almost."

"Now I would extrapolate, just based on simple visual observation, that this central column is somehow attached directly to the power source of your remarkable craft. And if that's true. Then what do you think would happen if I directly attached a ten kilo satchel filled with wonderflonium to it? And then detonated it?"

"Nothing would happen Dr. Horrible," The Doctor replied hoarsely. "The energy matrix involved in powering this craft is infinitely more powerful than a measly ten kilos of suspended antimatter. The column is designed to contain infinitely more power than a little firecracker like that."

Dr. Horrible suddenly smiled. "Tell me Doctor, what word did you just use in that sentence that you shouldn't have?"

The Doctor winced. "Contained?"

"Correct. I had hypothesized that the column was designed to hold IN powerful forces not keep them out. So again, I ask you, Doctor. What would happen if I placed ten kilos of antimatter against the column and detonated it?" Dr. Horrible asked calmly.

"But you can't!" The Doctor pleaded. "Please, please, PLEASE listen to me! Shattering the central column would not just take out the Earth, but the very universe itself. You can't!"

Dr. Horrible was silent for a moment. Then he spoke quietly.

"Doctor if you ever understand me. Understand this. "

"I know."

"I KNOW it would destroy the universe"

"And. I. Don't. Care."

They were both quiet for a moment.

"You must love her very much." The Doctor said quietly.

"I do." Dr. Horrible replied quietly in kind.

Wearily, The Doctor looked up at Dr. Horrible.

"But that's the thing. You can't ever save her. Not Ever. Even if you do go back in time and stop her from dying, she'll still die. The universe would collapse. She would still die."

"Not if I substitute someone in her place."

"It doesn't work that way, Horrible!" The Doctor replied frustratedly

"According to the math it does." Dr. Horrible said.

"To your LIMITED grasp of temporal mechanics, it would appear that way. But I can assure you, the universe doesn't work that way!" The Doctor shouted.

"How would you know?" Dr. Horrible asked.

The Doctor remembered the screech of tires and the sound of wet impact and shattering pottery.

"I just know, okay? My people set down the rules for time and time travel. We explicitly set out rules to stop this soft of thing. The chaos it would have caused if we had allowed it would have destroyed the universe in time. So we stopped it before it could ever happen. Do you understand ME? It. Can. NEVER. Happen."

"So, your what, some sort of Time Cop? Dr. Horrible asked.

"Time Lord actually." The Doctor replied.

"well that's not pompous at all."

"I know."

"Billy, listen to me." The Doctor said quietly, shocking the supervillian with the gentle mention of his real name. "I know how much it hurts to lose a loved one. I've lost ALL of mine, but even with all the power at my disposal, I can't change anything. I just have to learn to live with the pain. And to cherish their memories. And get on with my life."

Dr. Horrible slowly sat down next to the Doctor. They sat that way in companionable silence for awhile. Then he spoke up.

"The reason. The REAL reason I killed the rest of the Evil League of Evil, wasn't to stop them. It was to punish them. You see Doctor, the first time I tried to join the League, I failed. Miserably. Hammer and the LAPD stopped my first assignment by the League. I had managed to get away, but the League was unimpressed. They later got ahold of me after the fiasco and told me point blank that if I wanted to join them, I would have to kill somebody. Somebody high profile. And let everyone know that I did it on the Leagues orders. To instill fear in anyone who thought about standing up to the League."

"I thought they wanted you in because of your freeze ray?" The Doctor asked.

"Well, I didn't find that part out till much, much later. At the time, all I knew was this was the last chance I would have. And so I thought, "well why not take out Hammer?" He was on the Leagues hit list. So I waited for him at a charity function in his honour. And it was working! The wonderflonium powered my Freeze ray long enough to freeze Captain Hammer. I had him in my Death Rays sights!"

"And then I started, what did you call it? Oh yeah, I started to monologue. And before I knew it the freeze ray ran out of power and Captain Hammer broke free. He punched me and knocked my death ray out of my hands."

"Well something must have got shaken loose inside the death ray because I could see cracks appear throughout the weapons housing. Hammer, like the idiot he is, picked the damn thing up and strode over to where I lay, said something I'm sure he thought was pithy and the pointed the death ray at me and pulled the trigger."

"So how are you still alive then?" the Doctor asked inquisitively.

"The weapon exploded in his hand and threw him up against the stage. He was actually hurt! He ran off crying like a little baby and then..."

"And then I saw Penny. She was slumped on the floor with, with."

"Aww shit, look what you made me do." Dr. Horrible said sniffling and wiping his eyes with his arm.

"Did you know that when I first met her I was doing laundry, at my local laundromat. Just doing something so normal. So ordinary. We had both reached for the same dryer and."

"well anyways, when I had attempted to steal the Wonderflonium. Hammer that idiot, had crushed the remote sensor I was using to control the security van that held the antimatter. And there crossing the street was Penny."

"And the van was heading right towards her. I tried to stop the van with the remote control I had, and manged to just in the nick of time. But Hammer had pushed Penny out of the way and into a pile of garbage on the street corner. The stupid ape puts her life in danger, I save her, and he gets all the credit!"

The Doctor snorted a little at that.

"Anyways, they had started to date. That's probably when I decided to kill him. The offer from the League just made it that more, shall we say, practical."

"That's why she was there at the ceremony Doctor. She had convinced Captain Lunkhead to help her get the city to donate a ruined building and restore it so she could turn it into a homeless shelter. She was there as his girlfriend. So when MY death Ray exploded, she took some large shrapnel to her chest."

"I- I watched her bleed out in front of me. She died right in front of me and there was nothing I could do to save her."

"Hammer may have pulled the trigger, But in the end I'm the one who killed her." Dr. Horrible finished forlornly.

The Doctor leaned in close. "I'm so, so sorry Billy. I truly am. But you have to let her go. I'm sure she forgave you a long time ago."

Tears were now freely streaming down Dr. Horrible's face. "I know Doc, it's just that I can't ever forgive myself."

"Anyways, Doctor," Dr. Horrible said as he stood up wiping away the tears and brushing his legs off. "What do you say we get going?"

Exasperated, The Doctor stood up. "Billy. I already told you I'm NOT taking you."

"Look doc, I know that this will probably destroy the universe, but how many times do I have to tell you? I don't care. Now lets get going."

"No." The Doctor said staring straight at Billy.

"Doctor." Billy said staring evenly right back at the Doctor. "I have a torture device planted in your head, ten kilo's of antimatter strapped to your machine and a death wish."

"Which one of us do you think is gonna blink first?" Dr. Horrible asked simply.

The Doctor Blinked first.

As the TARDIS wheezed into existence, the Doctor strode around the console. "Please Billy, rethink this through. Don't DO this!"

"I'm sorry Doctor I really am. But I HAVE to do this. You know that." Billy replied.

"I'll stop you." The Doctor warned him.

"You'll try." Billy replied.

Billy waved his gun at the Doctor. "Outside. Now."

As they stepped out of the TARDIS, Billy said to the Doctor, "Now your sure we're where I told to I wanted to be? No tricks?"

"No tricks, but Billy..." The Doctor pleaded.

"Billy nothing, that's 'Dr. Horrible' to you. Now remember. If you tricked me, I shoot you and let the timer on the antimatter finish it's countdown to doomsday. Do you understand me?" Dr. Horrible asked forcefully.

"I understand you perfectly." The Doctor replied darkly.

"Good."

The pair wandered down a hall, Dr. Horrible holding the Doctor at gunpoint. They came to a supply closet.

"Open it, Doctor." Dr Horrible ordered.

The Doctor opened the supply closet quickly.

Inside the closet was Dr. Horrible. Sitting cross legged on the floor, cradling the freeze ray and death ray in his lap.

"What the," younger Billy said confusedly.

"Hi Billy!" older billy said.

"But, who?" younger billy started.

"Bye Billy," older Billy said as he shot his younger self.

Dr. Horrible reached in towards his younger self's corpse.

"Don't touch him!" The Doctor shouted as he reached for Dr. Horrible's hand.

Dr. Horrible pulled away. "Relax Doc," He said. "I'm well aware of the consequences involved in the same matter occupying the same space and time. I just want the Freeze Ray and the Death Ray." He tugged the weapons out of the body's now lifeless hands. Reaching into a pocket Dr. Horrible pulled out a vial containing a golden glowing liquid. He dumped the contents over the body, which proceeded to smoke and evaporate.

"See? Organic acid. Instantly dissolves any organic matter within seconds." Doctor Horrible said proudly.

"But why? Why kill yourself? Don't know know what you've done?" The Doctor pleaded.

"What, you mean creating a paradox? I'm sure the universe can hold together for a little while longer. This will all be over one way or the other in..." He looked at his watch. "Another twenty minutes from now."

"But why?"The Doctor asked plaintively

"Because I need to replace that idiot that with" He said, pulling out a small white cube from a pocket. Dr. Horrible squeezed it and a bright white light scanned him. "A hard light hologram of myself. I've done the math Doctor. Reality can still hold together as long as there is something that still performs my actions here this day verbatim. Hence, a hard light hologram of myself programmed with my memories of this day. It will perform all my actions that I did this day exactly as I did them so long ago myself." Dr. Horrible replied smugly.

"Come now Doctor, I know that the younger me would have sensed me while lying in wait for Captain Hammer. He would have noticed and perhaps done something different to what I had done that day. Then Hammer would escape my trap and all of this would have been for nothing."

"Now with the Hologram of myself performing the exact same actions by rote. I can wait in the crowd disguised. And when Hammer goes to kill me with my own death ray, I jump out and shoot him just as my Death Ray explodes. Killing him, saving Penny and avenging myself against that hair brained oaf.

"I take my younger self's place and reality reforms around me and everything is good." He finished happily.

"But it doesn't work that way!" the Doctor cried out in anguish. "I can feel time being ripped apart right now. You've killed us all!

"Not yet Doctor, Not yet." Dr. Horrible replied.

Desperately, the Doctor turned to lunge at Dr. Horrible, to try and put a stop to all this madness. Except he found that he couldn't move.

"I'm sorry Doctor. I really am. But you can't stop me now." He pulled the little control device from another pocket. "It wasn't just an agony device Doctor, it's also wired into your central nervous system so I could control it. Now, lets hurry up and get some good seats in the auditorium, shall we? The shows about to start."

The Doctor struggled mightily against the invisible synaptic bonds that held him in place. He could feel himself slowly gaining control of his body back, but would it be in time to stop this madness? He could see time in flux all around him. The auditorium was starting to turn into a temporal focal point. Reality was starting to tear at the seams. If he could break free in time, he could stop the madman currently sitting to his right, now wearing jeans and a hoodie to disguise himself. This universe could still have a chance. IF he could stop Horrible and get to the TARDIS, he could repair enough of the damage done so that this universe itself could finish fixing it.

Unfortunately, there was only one way to do that now. Since Dr. Horrible killed his younger self, the Doctor could use the energy created by the paradox to undo any damage. The only problem was that the current Dr. Horrible would have to die as well.

It was the only way.

The Doctor wasn't sure how he was going to accomplish all this.

While concentrating on regaining control, the Doctor was also forced to listen to the self serving spiel flowing out of Captain Hammers mouth as he stood at the podium.

Good lord. At least Horrible was right about one thing. The man was a self centred idiot. But even from here, the Doctor could feel the power at Captain Hammers disposal. He wondered to himself if the man's mother hadn't somehow slept with a Judoon. It would explain the incredible strength.

And the stupidity.

Suddenly, he could feel temporal energies being focused behind him. The Freeze ray. It was about to activate!

Sure enough, the freeze ray engulfed Captain Hammer, The Faux Horrible hologram started it's pre-programmed routine. Everything was starting to fall into place. The holo sang, The Doctor struggled, and Dr. Horrible started to tense up. The Doctor could feel Dr. Horrible getting ready to spring like a coiled Cobra.

Lines of temporal potentiality began to focus on Horrible. The Doctor renewed his struggles. Almost, almost...

Suddenly, The freeze ray shut down! The hologram flew backwards!

The Death ray clattered to the ground.

Hammer picked it up.

Pointed it at the Hologram. Said something.

Pulled the trigger.

Both the Doctor and Dr. Horrible sprang into action at the very same moment.

"Noooo!" Shouted the Doctor as he attempted to intercept Dr. Horrible.

He missed.

The Death Ray detonated, violently knocking the Doctor back across the floor of the auditorium.

With his ears ringing, the Doctor unsteadily got to his feet. Captain Hammer was already running out the door, screaming for his mother.

"Billy?" he heard a quiet female voice say behind him. "Is that you?"

Turning around, the Doctor saw Billy laying in Penny's lap. Thick shards of metal protruded from his chest.

Billy coughed. Blood ran out of his mouth.

"I... I did it." He stammered wetly. "I saved you."

"Please, hold on Billy." Penny said. Tears ran down her cheeks, falling and mixing in with Billy's blood. "Hold on. Help is on the way."

Billy reached up with an unsteady hand and gently brushed her hair from her face, leaving a thin scarlet trail on her cheek.

He shakily cupped her chin and smiled at her. "You... look... so beautiful."

Billy's breathing started becoming shallow and erratic. Blood gurgled deep in his chest.

"Don't... don't worry, Penny." Billy said, gasping, as the light started leaving his eyes. "It's gonna be okay. I... Promise, it's.. gonna be..."

The hand that had been gently touching her face, fell to the ground, lifeless.

"Billy? Billy!"

The Doctor stood and helplessly watched as a young girl cried over the body of her friend.

* * *

><p>The Doctor found himself once again orbiting the same dwarf star in the TARDIS. The engines thrum filling the console room as always. He sat on the safety railing seats, with a crumpled paper note still in his hand. He reread it again.<p>

_Dear Doctor,_

_If your reading this, then thankfully my plan worked. Penny is alive and safe. And I'm no longer among the living as they say._

_First off, I just wanted to apologize for how I treated you. I truly am sorry, as I stare down at your unconscious form right now, laying on the floor of your time ship I know know that your are essentially a good man. Something I thought I was but after truly looking at myself deep in the metaphorical mirror I know know that my soul is as dark and tarnished as any piece of blackened obsidian. But I think I've known this for a long time, and just now have had the courage to really face this truth._

_The only thing that I hope can save my soul is if I give it freely in place of another, So far the math seems to bear this out. Weird. Who knew free will could shape the universe. And it does have to be freely given. My killing Captain Hammer wouldn't change a thing. Entropy would still wash over this universe if I attempted to switch Captain Hammers life for Penny's._

_I guess you know what my plan was now. And I'm sorry I lied to you but even though it seemed that my idea could work I also know that you would still try to stop me._

_Still try to save me. The one who isn't worth saving._

_Anyways I'm rambling on here, so even though I've imposed one you enough for one day, I hope that you will allow me to impose just one more time._

_If my plan works, could you see to it that the Evil League of Evil never bothers anyone else again?_

_And that Captain Hammer lives up to the true potential he has in him?_

_However, If my plan does go all to hell, could you please at least save Penny?_

_Anyways that's all. Thanks for taking the time to read this._

_Your captor, Dr. Horrible._ _Billy_

_P.S. One last thing, could you let my friend Moist know that I would really like it if he turned his life around too?Thx._

The Doctor quietly folded the piece of paper and put it back in the pocket where he originally found it.

He was about to close the cracks in the skin of the universe when he shook his head.

He still had a few things left to do.

* * *

><p>Two days after Captain Hammer was injured in the attack on him at the Homeless shelter, He found himself facing a very scary man. A man who absolutely made him promise to be the best man he could ever EVER be.<p>

Or else.

He knew he never wanted to find out what that "or else" was.

* * *

><p>Three days after after Dr. Horrible was killed, the headquarters of the Evil League of Evil exploded, and all of the leaders of the organization were in police custody, begging to be put in jail for a long, long time.<p>

Or, as in Bad Horses case, at the pound seeking asylum. And a new tail.

* * *

><p>A week after the Homeless shelter incident, Penny found herself still crying over the fresh grave of her friend Billy.<p>

Billy, who had come out of nowhere that fateful day and stepped in front of her and took the deadly shrapnel meant for her.

Billy, who had saved her life.

She jumped a little, as she felt a hand gently rest on her shoulder. Turning around she saw the same skinny brown haired man who had been at the homeless shelter that day.

"I'm sorry if I startled you." The man said quietly. "I just wanted to offer you my condolences."

Penny gave the man a fragile smile. "Thank you for that, Mister?"

"Just Doctor is fine." The man replied.

She looked back down at the grave. "I'm sorry, I'm just not too fond of that title right now."

"I understand" the Doctor said. "You can call me John Smith if that helps."

"Thanks" Penny quietly replied.

"I also just wanted to say that he loved you very much."

"Really?" Penny said. "I- I never got to know him that well, and now..."

The Doctor put his hands in his pockets and rocked back on his heels. "I would even go so far as to say that he would have rent the very heavens themselves it it meant keeping you safe."

Penny looked into the tall strangers eyes. There was something in there...

"Really?" She quietly asked him.

"Really." the Doctor replied.

"I miss him terribly."

"I know."

"I don't know what to do anymore Doctor!" Penny suddenly said, her voice full of anguish and despair. "I thought that helping people would be enough, but now..."

He stood next to her, this tall dark stranger. And he didn't speak for awhile.

But then he spoke up. His voice full of conviction. "Well then. I'd say that carrying one in that way would probably be the best way to honour his memory and sacrifice, wouldn't you?"

"I guess so." Penny answered uncertainly.

"I know so." the Doctor said with finality. "But also remember Penny that he would have wanted you to live on too. So go out there and do great things in memory of your friend. But also don't be afraid to live either, okay?"

She smiled and sniffed a little. "Okay Doctor. I will."

"That's the spirit!" The Doctor replied, smiling back. "Now, I hate to be the rude one, but I would like to say goodbye to my friend in private if that's okay."

"That's all right Doctor, I think I've said all I have to today. You go on and have your moment."

She turned and started to walk away. "And Doctor."

"Yes?"

"Thanks."

As she headed for the gate leading out of the cemetery she glanced back, and watched as the Doctor lay something at the foot of Billy's Headstone.

When she came back later, she was a little puzzled.

Why would the Doctor leave a horses tail on billy's grave?

**Fin.**


End file.
